Model-turned-actress KATE UPTON felt completely out of her depth while filming THE OTHER WOMAN alongside Hollywood stars CAMERON DIAZ and LESLIE MANN.
The Sports Illustrated beauty plays the victim of a cheating lover who teams up with Diaz and Mann's characters to plot revenge, and Upton admits she learned a lot from her co-stars.
Upton, who was voted a Breakout Star of 2014 by movie website Fandango.com, tells America's V Magazine, "(I was) completely out of (my) league. I make no bones about it. I just listened and paid attention."